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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended June 30, 2004

 

 

Commission

Registrant; State of Incorporation

IRS Employer

File Number

Address; and Telephone Number

Identification No.

     
     
     

001-01245

WISCONSIN ELECTRIC POWER COMPANY

39-0476280

 

(A Wisconsin Corporation)

 
 

231 West Michigan Street

 
 

P.O. Box 2046

 
 

Milwaukee, WI 53201

 
 

(414) 221-2345

 

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that each Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [X]    No [  ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes [  ]    No [X]

Indicate the number of shares outstanding of each of the Registrant's classes of common stock as of the latest practicable date (June 30, 2004):

Common Stock, $10 Par Value,

33,289,327 shares outstanding.

All of the common stock of Wisconsin Electric Power Company is owned by Wisconsin Energy Corporation.





 

 

 

 

WISCONSIN ELECTRIC POWER COMPANY

 
 

                                    

 
     
 

FORM 10-Q REPORT FOR THE QUARTER ENDED JUNE 30, 2004

 
     
     
     
 

TABLE OF CONTENTS

 

Item

 

Page

     
 

Introduction ............................................................................................................................

 3

     
     
 

Part I -- Financial Information

 
     

1.

Financial Statements

 
     
 

    Consolidated Condensed Income Statements .....................................................................

 4

     
 

    Consolidated Condensed Balance Sheets ............................................................................

 5

     
 

    Consolidated Condensed Statements of Cash Flows ..........................................................

 6

     
 

    Notes to Consolidated Condensed Financial Statements ....................................................

 7

     

2.

Management's Discussion and Analysis of

 
 

    Financial Condition and Results of Operations ...................................................................

11

     

3.

Quantitative and Qualitative Disclosures About Market Risk ..................................................

29

     

4.

Controls and Procedures ..................................................................................................

29

     
 

Part II -- Other Information

 
     

1.

Legal Proceedings ..................................................................................................................

29

     

6.

Exhibits and Reports on Form 8-K .........................................................................................

30

     
 

Signatures ..............................................................................................................................

32



2


 

 

 

INTRODUCTION

Wisconsin Electric Power Company (Wisconsin Electric), a wholly-owned subsidiary of Wisconsin Energy Corporation (Wisconsin Energy), was incorporated in the state of Wisconsin in 1896. We maintain our principal executive offices in Milwaukee, Wisconsin. Unless qualified by their context when used in this document, the terms the Company, Our, Us or We refer to Wisconsin Electric and its subsidiary.

We conduct our operations primarily in three operating segments: an electric utility segment, a natural gas utility segment and a steam utility segment. We serve approximately 1,072,000 electric customers in Wisconsin and the Upper Peninsula of Michigan, approximately 431,300 gas customers in Wisconsin and about 465 steam customers in metro Milwaukee, Wisconsin. For further financial information about our business segments, see Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 7 -- Segment Information in the Notes to Consolidated Condensed Financial Statements.

Wisconsin Energy is also the parent company of Wisconsin Gas LLC (Wisconsin Gas), a natural gas distribution utility, which serves customers throughout Wisconsin; Edison Sault Electric Company (Edison Sault), an electric utility which serves customers in the Upper Peninsula of Michigan; and W.E. Power, LLC (We Power), an unregulated company that was formed in 2001 to design, construct, own, finance and lease the new generating capacity included in Wisconsin Energy's Power the Future strategy. Wisconsin Electric and Wisconsin Gas have combined common functions and operate under the trade name of "We Energies".

Other:   Bostco LLC (Bostco) is our non-utility subsidiary that develops and invests in real estate. As of June 30, 2004, Bostco has $42.3 million of assets.

We have prepared the unaudited interim financial statements presented in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. We have condensed or omitted some information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles pursuant to these rules and regulations. Our financial statements should be read in conjunction with the financial statements and notes thereto included in our 2003 Annual Report on Form 10-K.



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PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WISCONSIN ELECTRIC POWER COMPANY
CONSOLIDATED CONDENSED INCOME STATEMENTS

(Unaudited)

Three Months Ended June 30

Six Months Ended June 30

2004

2003

2004

2003

(Millions of Dollars)

Operating Revenues

$583.8

$564.9

$1,325.5

$1,283.7

Operating Expenses

Fuel and purchased power

150.6

136.3

293.1

273.7

Cost of gas sold

55.2

58.4

217.6

223.3

Other operation and maintenance

217.7

190.6

427.1

388.8

Depreciation, decommissioning

and amortization

69.8

68.7

133.4

136.0

Property and revenue taxes

18.7

17.7

38.1

36.2

Total Operating Expenses

512.0

471.7

1,109.3

1,058.0

Operating Income

71.8

93.2

216.2

225.7

Other Income, Net

9.3

8.1

17.9

16.9

Financing Costs

22.8

24.3

46.1

45.1

Income Before Income Taxes

58.3

77.0

188.0

197.5

Income Taxes

21.6

27.2

71.3

72.3

Net Income

36.7

49.8

116.7

125.2

Preferred Stock Dividend Requirement

0.3

0.3

0.6

0.6

Earnings Available

for Common Stockholder

$36.4

$49.5

$116.1

$124.6

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of

these financial statements.



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WISCONSIN ELECTRIC POWER COMPANY
CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

June 30, 2004

December 31, 2003

(Millions of Dollars)

Assets

Property, Plant and Equipment

In service

$6,910.6

$6,819.1

Accumulated depreciation

(2,671.8)

(2,571.4)

4,238.8

4,247.7

Construction work in progress

93.5

68.3

Leased facilities, net

101.8

104.6

Nuclear fuel, net

67.6

78.4

Net Property, Plant and Equipment

4,501.7

4,499.0

Investments

Nuclear decommissioning trust fund

686.8

674.4

Other

151.5

136.9

Total Investments

838.3

811.3

Current Assets

Cash and cash equivalents

7.8

20.0

Accounts receivable

231.4

239.3

Accrued revenues

103.3

149.8

Materials, supplies and inventories

235.3

276.2

Other

127.0

141.6

Total Current Assets

704.8

826.9

Deferred Charges and Other Assets

Regulatory assets

489.6

443.4

Other

64.0

64.0

Total Deferred Charges and Other Assets

553.6

507.4

Total Assets

$6,598.4

$6,644.6

Capitalization and Liabilities

Capitalization

Common equity

$2,162.7

$2,131.9

Preferred stock

30.4

30.4

Long-term debt

1,437.8

1,435.3

Total Capitalization

3,630.9

3,597.6

Current Liabilities

Long-term debt due currently

166.4

164.2

Short-term debt

151.4

315.9

Accounts payable

186.0

184.9

Accrued liabilities

165.9

174.0

Other

90.4

57.1

Total Current Liabilities

760.1

896.1

Deferred Credits and Other Liabilities

Regulatory liabilities

559.3

561.7

Asset retirement obligations

750.4

732.0

Deferred income taxes - long-term

485.5

456.4

Other

412.2

400.8

Total Deferred Credits and Other Liabilities

2,207.4

2,150.9

Total Capitalization and Liabilities

$6,598.4

$6,644.6

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of

these financial statements.



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WISCONSIN ELECTRIC POWER COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30

2004

2003

(Millions of Dollars)

Operating Activities

Net income

$116.7

$125.2

Reconciliation to cash

Depreciation, decommissioning and amortization

143.9

148.2

Nuclear fuel expense amortization

10.7

13.6

Equity in earnings of unconsolidated affiliates

(12.7)

(11.1)

Deferred income taxes and investment tax credits, net

(8.8)

(5.6)

Accrued income taxes, net

(1.0)

(5.9)

Change in -

Accounts receivable and accrued revenues

54.4

58.4

Inventories

40.9

1.8

Other current assets

20.3

2.6

Accounts payable

1.1

7.0

Other current liabilities

26.3

(6.2)

Other

18.4

9.8

Cash Provided by Operating Activities

410.2

337.8

Investing Activities

Capital expenditures

(148.8)

(162.0)

Nuclear fuel

(0.4)

(16.8)

Nuclear decommissioning funding

(8.8)

(8.8)

Other

(13.2)

(8.4)

Cash Used in Investing Activities

(171.2)

(196.0)

Financing Activities

Dividends paid on common stock

(89.8)

(89.8)

Dividends paid on preferred stock

(0.6)

(0.6)

Issuance of long-term debt

17.4

637.7

Retirement of long-term debt

(13.8)

(439.8)

Change in short-term debt

(164.4)

(237.4)

Other

-   

(18.3)

Cash Used in Financing Activities

(251.2)

(148.2)

Change in Cash and Cash Equivalents

(12.2)

(6.4)

Cash and Cash Equivalents at Beginning of Period

20.0

13.3

Cash and Cash Equivalents at End of Period

$7.8

$6.9

Supplemental Information - Cash Paid For

Interest (net of amount capitalized)

$51.9

$57.5

Income taxes (net of refunds)

$45.6

$86.7

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of

these financial statements.



6


 

 

 

WISCONSIN ELECTRIC POWER COMPANY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

 

 1. -- GENERAL INFORMATION

Our accompanying unaudited consolidated condensed financial statements should be read in conjunction with Item 8, Financial Statements and Supplementary Data, in our 2003 Annual Report on Form 10-K. In the opinion of management, we have included all adjustments, normal and recurring in nature, necessary to a fair presentation of the results of operations, cash flows and financial position in the accompanying income statements, statements of cash flows and balance sheets. The results of operations for the three and six months ended June 30, 2004 are not necessarily indicative of the results which may be expected for the entire fiscal year 2004 because of seasonal and other factors.

We have modified certain balance sheet and cash flow presentations. Prior year financial statement amounts have been reclassified to conform to their current year presentation.

 

 2. -- NEW ACCOUNTING PRONOUNCEMENTS

Variable Interest Entities:   In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation 46, Consolidation of Variable Interest Entities (FIN 46). This standard requires an enterprise that is the primary beneficiary of a variable interest entity to consolidate that entity. We applied the Interpretation to any existing interests in variable interest entities beginning in the third quarter of 2003. In October 2003, the FASB deferred the adoption of FIN 46 for all entities commonly referred to as special-purpose entities to the first reporting period ending after December 15, 2003. In December 2003, the FASB issued FIN 46R, which revised FIN 46 and deferred the effective date for interests held in variable interest entities other than special purpose entities to financial statements for periods ending after March 15, 2004. We adopted FIN 46R in the first quarter of 2004.

We continue to evaluate our tolling and purchased power agreements with third parties on a quarterly basis. After making an exhaustive effort, we concluded that for three of these agreements, we are unable to obtain the information necessary to determine whether we or the entity that owns the facility is the variable interest entity's primary beneficiary. Pursuant to the terms of two of the three agreements, we deliver fuel to the entity's facilities and receive electric power. We pay the entity a "toll" to convert our fuel into the electric energy. The output of the facility is available for us to dispatch during the term of the respective agreement. In the other agreement we have rights to the firm capacity. We have approximately $771.4 million of required payments over the remaining term of these three agreements, which expire over the next 18 years. We believe the required payments will continue to be recoverable in rates. We account for one of these agreements as a capital lease.

 

 3. -- ASSET RETIREMENT OBLIGATIONS

We account for asset retirement obligations under Statement of Financial Accounting Standards (SFAS) 143, Accounting for Asset Retirement Obligations. SFAS 143 primarily applies to the future decommissioning costs for our Point Beach Nuclear Plant (Point Beach).

SFAS 143 also applies to a smaller extent to several other utility assets, including the dismantlement of certain hydro facilities and the removal of certain coal handling equipment and water intake facilities located on lakebeds. We have not recorded any asset retirement obligations for the removal of the coal

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handling equipment or for the water intake facilities located on lakebeds because the associated liability cannot be reasonably estimated.

The following table presents the change in our asset retirement obligations, which are included on the consolidated balance sheet in Deferred Credits and Other Liabilities.

 

Balance at
12/31/03

Liabilities
Incurred

Liabilities
Settled


Accretion

Cash Flow
Revisions

Balance at
06/30/04

 

(Millions of Dollars)

             

Wisconsin Electric

$732.0       

$   -       

$   -       

$18.4       

$   -       

$750.4       

 

 

 4. -- COMMON EQUITY

Comprehensive Income:   Comprehensive income includes all changes in equity during a period except those resulting from investments by and distributions to owners. We had the following total comprehensive income during the six months ended June 30, 2004 and 2003:

   

Six months ended June 30

Comprehensive Income

2004

2003

   

(Millions of Dollars)

         

Net Income

 

$116.7      

 

$125.2      

Other Comprehensive Income (Loss)

       

  Hedging (Losses) Gains

(0.1)     

0.6      

Total Other Comprehensive (Loss) Income

 

(0.1)     

 

0.6      

Total Comprehensive Income

 

$116.6      

 

$125.8      

 

 

 5. -- BENEFITS

The components of our net periodic pension and other post-retirement benefit costs for the three and six months ended June 30, 2004 and 2003 were as follows:

   


Pension Benefits

 

Other Post-retirement
Benefits

     

   

2004

 

2003

 

2004

 

2003

   

(Millions of Dollars)

Three Months Ended June 30

               

Net Periodic Benefit Cost

               

    Service cost

 

$6.6  

 

$5.8  

 

$2.6  

 

$2.8  

    Interest cost

 

15.4  

 

20.0  

 

3.9  

 

4.5  

    Expected return on plan assets

 

(16.4) 

 

(22.4) 

 

(2.2) 

 

(1.7) 

Amortization of:

               

    Transition (asset) obligation

 

(0.6) 

 

(0.8) 

 

0.4  

 

0.4  

    Prior service cost

 

1.2  

 

2.1  

 

-    

 

-    

    Actuarial loss

 

3.7  

 

0.5  

 

0.8  

 

1.7  

Net Periodic Benefit Cost

 

$9.9  

 

$5.2  

 

$5.5  

 

$7.7  

                 



8


 

 

   


Pension Benefits

 

Other Post-retirement
Benefits

     

   

2004

 

2003

 

2004

 

2003